Voluntary Petition for Non-Individuals Filing for Bankruptcy Page 1 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 2 of 26

Case 19-11630-KG Doc 1 Filed 07/21/19 Page 1 of 26

Fill in this information to identify the case:

United States Bankruptcy Court for the: District of Delaware (State) ☐ Check if this is an Case number (if known): Chapter 11 amended filing

Official Form 201 Voluntary Petition for Non-Individuals Filing for

Bankruptcy 04/19 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1. Debtor’s Name PES Energy Inc.

N/A 2. All other names debtor used in the last 8 years

Include any assumed names, trade names, and doing business as names

3. Debtor’s federal Employer Identification Number (EIN) 83-1160661

4. Debtor’s address Principal place of business Mailing address, if different from principal place of business 1735 Market Street, 11th Floor Number Street Number Street

P.O. Box Philadelphia, Pennsylvania 19103 City State Zip Code City State Zip Code

Location of principal assets, if different from principal place of business Philadelphia County Number Street

City State Zip Code

5. Debtor’s website (URL) http://pes-companies.com/

6. Type of debtor ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))

☐ Partnership (excluding LLP)

☐ Other. Specify:

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 2 of 26

Debtor PES Energy Inc. Case number (if known) Name

A. Check One: 7. Describe debtor’s business ☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))

☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

☐ Railroad (as defined in 11 U.S.C. § 101(44))

☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))

☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))

☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))

☒ None of the above

B. Check all that apply: ☐ Tax-exempt entity (as described in 26 U.S.C. § 501)

☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. § 80a-3) ☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See http://www.uscourts.gov/four-digit-national-association-naics-codes . 3241 (Petroleum and Coal Products Manufacturing)

8. Under which chapter of the Check One: Bankruptcy Code is the debtor filing? ☐ Chapter 7 ☐ Chapter 9

☒ Chapter 11. Check all that apply:

☐ Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,725,625 (amount subject to adjustment on 4/01/22 and every 3 years after that). ☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return, or if all of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B). ☐ A plan is being filed with this petition.

☐ Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b). ☐ The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form. ☐ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2. ☐ Chapter 12

9. Were prior bankruptcy cases ☒ No filed by or against the debtor ☐ Yes. District When Case number within the last 8 years? MM/DD/YYYY If more than 2 cases, attach a District When Case number separate list. MM/DD/YYYY

10. Are any bankruptcy cases ☐ No Affiliate pending or being filed by a ☒ Yes. Debtor See Rider 1 Relationship business partner or an affiliate of the debtor? District District of Delaware List all cases. If more than 1, When 07/21/2019 attach a separate list. Case number, if known ______MM / DD / YYYY

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 3 of 26

Debtor PES Energy Inc. Case number (if known) Name

11. Why is the case filed in this Check all that apply: district? ☒ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other district. ☒ A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or have ☒ No possession of any real ☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. property or personal property that needs immediate Why does the property need immediate attention? (Check all that apply.) attention? ☐ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety.

What is the hazard?

☐ It needs to be physically secured or protected from the weather.

☐ It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options).

☐ Other

Where is the property? Number Street

City State Zip Code

Is the property insured?

☐ No

☐ Yes. Insurance agency Contact name Phone

Statistical and administrative information

13. Debtor's estimation of Check one: available funds ☒ Funds will be available for distribution to unsecured creditors. ☐ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.

14. Estimated number of ☐ 1-49 ☒ 1,000-5,000 ☐ 25,001-50,000 creditors (on a ☐ 50-99 ☐ 5,001-10,000 ☐ 50,001-100,000 consolidated basis) ☐ 100-199 ☐ 10,001-25,000 ☐ More than 100,000 ☐ 200-999

15. Estimated assets (on a ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion consolidated basis) ☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☒ $1,000,000,001-$10 billion ☐ $100,001-$500,000 ☐ $50,000,001-$100 million ☐ $10,000,000,001-$50 billion ☐ $500,001-$1 million ☐ $100,000,001-$500 million ☐ More than $50 billion

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 4 of 26

Debtor PES Energy Inc. Case number (if known) Name

16. Estimated liabilities (on ☐ $0-$50,000☐ $1,000,001-$10 million☐ $500,000,001-$1 billion a consolidated basis) ☐ $50,001-$100,000☐ $10,000,001-$50 million☒ $1,000,000,001-$10 billion ☐ $100,001-$500,000☐ $50,000,001-$100 million☐ $10,000,000,001-$50 billion ☐ $500,001-$1 million☐ $100,000,001-$500 million☐ More than $50 billion

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature of The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this authorized representative of petition. debtor I have been authorized to file this petition on behalf of the debtor. I have examined the information in this petition and have a reasonable belief that the information is true and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on 07/21/2019 MM/ DD / YYYY

 /s/ Jeffrey S. Stein Jeffrey S. Stein Signature of authorized representative of debtor Printed name

Title Authorized Signatory

18. Signature of attorney  /s/ Laura Davis Jones Date 07/21/2019 Signature of attorney for debtor MM/ DD/YYYY

Laura Davis Jones Printed name Pachulski Stang Ziehl & Jones LLP Firm name 919 North Market Street, 17th Floor Number Street 19899-8705 Wilmington Delaware (Courier 19801) City State ZIP Code

(302) 652-4100 [email protected] Contact phone Email address 2436 Delaware Bar number State

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 5 of 26

Fill in this information to identify the case:

United States Bankruptcy Court for the: District of Delaware (State) ☐ Check if this is an Case number (if known): Chapter 11 amended filing

Rider 1 Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor

On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in the United States Bankruptcy Court for the District of Delaware for relief under chapter 11 of title 11 of the United States Code. The Debtors have moved for joint administration of these cases under the case number assigned to the chapter 11 case of PES Holdings, LLC.

PES Holdings, LLC North Yard GP, LLC North Yard Logistics, L.P. PES Administrative Services, LLC PES Energy Inc. PES Intermediate, LLC PES Ultimate Holdings, LLC Philadelphia Energy Solutions Refining and Marketing LLC Case 19-11630-KG Doc 1 Filed 07/21/19 Page 6 of 26

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) PES ENERGY INC., ) Case No. 19-[_____] (___) ) Debtor. ) )

LIST OF EQUITY SECURITY HOLDERS1

Debtor Equity Holders Address of Equity Holder Percentage of Equity Held

Class A

One Madison Ave, 10th Floor Credit Suisse Asset Management Attn: Philip Blake 29.43% New York, NY 10010

477 Madison Ave Bardin Hill 26.71% New York, NY 10022

c/o Energy Transfer Partners, LP Attn: General Counsel/Legal Dept PES Equity, LLC 7.43% 8111 Westchester Drive Dallas, TX 75225

390 Park Ave Third Point Loan LLC 7.27% New York, NY 10012

PES Energy Inc. 12 East 49th Street, 29th Floor MJX Asset Management, LLC Attn: Fred Taylor 2.89% New York, NY 10017

1735 Market Street Individuals (PES Management) 2.72% Philadelphia, PA 19103

399 Park Ave, 22nd Floor LCM Asset Management, LLC Attn: Francois Laberenne 2.69% New York, NY 10022

280 Congress Street Wellington Management Company Attn: Gilbert Daniel 2.21% LLP Boston, MA 02210

American Money Management Corp. 301 E 4th Street, 27th Floor 0.89% Attn: Patrick Byrne

1 This list serves as the disclosure required to be made by the debtor pursuant to rule 1007 of the Federal Rules of Bankruptcy Procedure. All equity positions listed are as of the date of commencement of the chapter 11 case. Case 19-11630-KG Doc 1 Filed 07/21/19 Page 7 of 26

Cincinnati, OH 45202

New York Life Insurance Company 51 Madison Ave 0.70% New York, NY 10010

126 E 56th Street, Suite 1620 JH Lane Partners Master Fund, LP 0.65% New York, NY 10022

632 Broadway Serengeti Asset Management 0.39% New York, NY 10012

301 E 4th Street American Financial 0.33% Cincinnati, OH 45202

51 Madison Ave NYL Investors LLC 0.27% New York, NY 10010

767 5th Ave, 19th Floor Zapalit Management LLC 0.23% New York, NY 10153

175 Highland Ave, Suite 406 Seaport 0.15% Needham, MA 02494

222 Broadway Bank of America 0.10% New York, NY 10001

One Bryant Park, 38th Floor Marathon Asset Management LP Attn: Andy Wong 0.06% New York, NY 10036

John Sosnowski Address Redacted 0.02%

31111 Agoura Road, Suite 200 Cowen and Company LLC 0.01% Westlake Village, CA 91361

Class B

c/o The Carlyle Group Attn: General Counsel/Legal Dept 520 Madison Ave PES Energy Inc. Carlyle PES, L.L.C. New York, NY 10022 15.00%

1001 Pennsylvania Ave NW Washington, DC 20004-2505

Rider 1 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 8 of 26

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) PES ENERGY INC., ) Case No. 19-[_____] (___) ) Debtor. ) )

CORPORATE OWNERSHIP STATEMENT

Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the following are corporations, other than a government unit, that directly or indirectly own 10% or more of any class of the debtor’s equity interest:

Shareholder Approximate Percentage of Shares Held

Class B

Carlyle PES, L.L.C. 15.00% Case 19-11630-KG Doc 1 Filed 07/21/19 Page 9 of 26

Fill in this information to identify the case:

Debtor name PES Holdings, LLC, et al.

United States Bankruptcy Court for the: District of Delaware  Check if this is an Case number (If known): (State) amended filing

Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not Insiders 12/15

A list of creditors holding the 50 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 50 largest unsecured claims.

Amount of claim

1 The Debtors reserve the right to assert setoff and other rights with respect to any of the claims listed herein.

KE 62463605 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 10 of 26

Amount of claim

Nature of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially (for example, Indicate if secured, fill in total claim amount and Name, telephone number and trade debts, claim is Name of creditor and complete mailing deduction for value of collateral or setoff to email address of creditor bank loans, contingent, address, including zip code calculate unsecured claim. contact professional unliquidated, 1Deduction services, and or disputed Total for value of government claim, if Unsecured collateral contracts) partially Claim or setoff secured [1] SUSAN ALLAN OSG BULK SHIPS INC. VICE PRESIDENT, GENERAL TWO HARBOUR PLACE COUNSEL 6 Trade Payable $2,245,115 302 KNIGHTS RUN AVENUE, SUITE 1200 PHONE: 813-209-0600 TAMPA, FL 33602 FAX: 813-221-2769 EMAIL: [email protected] PAUL DURHAM TSAKOS ENERGY NAVIGATION LTD CFO 367 SYNGROU AVENUE 7 PHONE: +30210 94 07 710 Trade Payable $1,999,157 ATHENS, 175 64 FAX: +30210 94 07 716 GREECE EMAIL: [email protected] BILL HAYES BRAND INSULATION SERVICES PRESIDENT & CEO 8 32 IRON SIDE COURT PHONE: 856-467-2850 Trade Payable $1,665,012 WILLINGBORO, NJ 08046 FAX: 770-514-0285 EMAIL: [email protected] LORENZO SIMONELLI CEO BAKER HUGHESPO BOX 301057DALLAS, TX 9 EMAIL: Trade Payable $1,499,625 75303-1057 LORENZO.SIMONELLI@BAKERH UGHES.COM HUDSON LA FORCE WR GRACE & CO-CONN PRESIDENT AND CEO 10 7500 GRACE DRIVE Trade Payable $1,497,394 PHONE: 410-531-4000 COLUMBIA, MD 21044 FAX: 410-531-4367 JAMES J. WHITE, IV PRESIDENT & CEO J J WHITE INC PHONE: 215-722-1000 11 5500 BINGHAM STREET Trade Payable $1,021,287 FAX: 215-745-6229 PHILADELPHIA, PA 19120 EMAIL: [email protected] JOSEPH COLELLA SUNOCO PARTNERS MARKETING & TERMINAL SENIOR VP LP PHONE: 866-248-4344 12 Trade Payable $748,363 3801 WEST CHESTER PIKE EMAIL: NEWTON SQUARE, PA 19073 [email protected] OM JOSEPH A. BLOUNT, JR. COLONIAL PIPELINE COMPANY PRESIDENT & CEO 1185 SANCTUARY PARKWAY PHONE: 678-762-2200 13 Trade Payable $705,727 SUITE 100 EMAIL: ALPHARETTA, GA 30009-4738 [email protected] M PECO ENERGY MICHAEL A. INNOCENZO 14 PO BOX 37629 Trade Payable $683,314 PRESIDENT & CEO PHILADELPHIA, PA 19101 MATTHEW FLANNERY UNITED RENTALS (NORTH AMERICA) PRESIDENT & CEO 15 100 FIRST STAMFORD PLACE, SUITE 700 Trade Payable $673,286 PHONE: 833-212-9458 STAMFORD, CT 06902 EMAIL: [email protected]

2 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 11 of 26

Amount of claim

Nature of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially (for example, Indicate if secured, fill in total claim amount and Name, telephone number and trade debts, claim is Name of creditor and complete mailing deduction for value of collateral or setoff to email address of creditor bank loans, contingent, address, including zip code calculate unsecured claim. contact professional unliquidated, 1Deduction services, and or disputed Total for value of government claim, if Unsecured collateral contracts) partially Claim or setoff secured [1] STEPHEN M. ZEMAITATIS, JR. PRESIDENT RIGGS DISTLER & COMPANY PHONE: 856-433-6000 16 4 ESTERBROOK LANE FAX: 856-433-6035 Trade Payable $616,908 CHERRY HILL, NJ 08003 EMAIL: SZEMAITATISJR@RIGGSDISTLER. COM C. BOBBY WAID CEO CHARTER BROKERAGE LLC PHONE: 281-599-1252 EXT. 203 17 383 MAIN AVENUE, SUITE 400 Trade Payable $600,000 EMAIL: NORWALK, CT 06851 BWAID@CHARTERBROKERAGE. NET PAUL WINDHAM FISHER TANK COMPANY PRESIDENT & CEO 18 3131 W 4TH ST PHONE: 610-494-7200 Trade Payable $546,505 CHESTER, PA 19013-1822 EMAIL: [email protected] FLORIAN SCHILLER MAN DIESEL & TURBO NORTH AMERICA CHIEF FINANCIAL OFFICER 19 1600A BRITTMOORE ROAD Trade Payable $521,825 EMAIL: HOUSTON, TX 77043 [email protected] RICK BARTEL MUREX LLC CHIEF FINANCIAL OFFICER 20 5057 KELLER SPRINGS ROAD Trade Payable $521,000 EMAIL: ADDISON, TX 75001 [email protected] DENNIS KUBECK CHALMERS & KUBECK INC PRESIDENT 21 150 COMMERCE DRIVE PHONE: 610-494-4300 Trade Payable $496,195 ASTON, PA 19014 FAX: 610-485-1484 EMAIL: [email protected] RICKE C. FOSTER VICE PRESIDENT ANDERSON CONSTRUCTION SERVICES PHONE: 215-331-7150 22 6958 TORRESDALE AVENUE STE 300 FAX: 215-332-8350 Trade Payable $486,794 PHILADELPHIA, PA 19135 EMAIL: RICKF@ANDERSONCONSTRUCTI ONSERV.COM MARKUS KLÄHN CEO BRENNTAG NORTHEAST INC PHONE: 610-926-6100 23 81 W. HULLER LANE FAX: 610-916-3782 Trade Payable $413,651 READING, PA 19605 EMAIL: [email protected] OM BERNIE WICKLEIN NOOTER CONSTRUCTION CO PRESIDENT 24 6 NESHAMINY INTERPLEX SUITE 300 PHONE: 215-638-7474 Trade Payable $405,366 TREVOSE, PA 19053 FAX: 215-638-8080 EMAIL: [email protected]

3 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 12 of 26

Amount of claim

Nature of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially (for example, Indicate if secured, fill in total claim amount and Name, telephone number and trade debts, claim is Name of creditor and complete mailing deduction for value of collateral or setoff to email address of creditor bank loans, contingent, address, including zip code calculate unsecured claim. contact professional unliquidated, 1Deduction services, and or disputed Total for value of government claim, if Unsecured collateral contracts) partially Claim or setoff secured [1] BRIAN KELLY COLONIAL ENERGY, INC. EXECUTIVE VP 3975 FAIR RIDGE DRIVE 25 EMAIL: Trade Payable $402,528 SUITE T-10 [email protected] FAIRFAX, VA 22033 OM DAVID MICHELS VICE PRESIDENT AND CHIEF KINDER MORGAN LIQUID TERMINALS, LLC FINANCIAL OFFICER PO BOX 201607 26 PHONE: 713-420-4200 Trade Payable $357,632 DEPT 3019 EMAIL: DALLAS, TX 75320 DAVID_MICHELS@KINDERMOR GAN.COM KEVIN S. CAVANAH CFO MATRIX SERVICE IND CONT INC PHONE: 918-838-8822 27 5100 E. SKELLY DR., STE. 100 Trade Payable $354,830 EMAIL: TULSA, OK 74135-6577 KCAVANAH@MATRIXSERVICECO MPANY.COM STEVE ZARNAS G C ZARNAS & COMPANY INC - PA OWNER & PRESIDENT 28 850 JENNINGS STREET Trade Payable $332,153 PHONE: 610-866-0923 BETHLEHEM, PA 18017 FAX: 610-866-4065 DANIEL COON VICE PRESIDENT & CFO ALLSTATE POWER VAC INC PHONE: 732-815-0220 29 928 EAST HAZELWOOD AVENUE Trade Payable $300,520 FAX: 732-815-9892 RAHWAY, NJ 07065 EMAIL: [email protected] KEVIN BELCHER PRESIDENT BELCHER ROOFING CORPORATION PHONE: 215-362-5400 30 111 COMMERCE DR. Trade Payable $288,681 EMAIL: MONTGOMERYVILLE, PA 18936 KBELCHER@BELCHERROOFING. COM DAVID JUKES UNIVAR USA INC PRESIDENT 31 3075 HIGHLAND PARKWAY SUITE 200 PHONE: 331-777-6000 Trade Payable $286,246 DOWNERS GROVE, IL 60515 EMAIL: [email protected] GARY BOHNSACK BUCKEYE PIPE LINE COMPANY, L.P. VICE PRESIDENT, CONTROLLER ONE GREENWAY PLAZA 32 & CHIEF ACCOUNTING OFFICER Trade Payable $282,595 SUITE 600 EMAIL: HOUSTON, TX 77046 [email protected] RANDY PEACH SCHECK MECHANICAL CORPORATION PRESIDENT & CEO 33 ONE EAST OAK HILL DRIVE, SUITE 100 PHONE: 708-482-8100 Trade Payable $252,030 WESTMONT, IL 60559 EMAIL: [email protected] JUAN R. LUCIANO ARCHER DANIELS MIDLAND COMPANY PRESIDENT 34 4666 FARIES PARKWAY Trade Payable $243,853 PHONE: 217-424-5200 DECATUR, IL 62526 FAX: 217-424-5200

4 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 13 of 26

Amount of claim

Nature of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially (for example, Indicate if secured, fill in total claim amount and Name, telephone number and trade debts, claim is Name of creditor and complete mailing deduction for value of collateral or setoff to email address of creditor bank loans, contingent, address, including zip code calculate unsecured claim. contact professional unliquidated, 1Deduction services, and or disputed Total for value of government claim, if Unsecured collateral contracts) partially Claim or setoff secured [1] ROBERT MACLEOD CEO JOHNSON MATTHEY PROCESS PHONE: 912-748-0630 35 115 ELI WHITNEY BLVD Trade Payable $243,092 EMAIL: SAVANNAH, GA 31408 ROBERT.MACLEOD@MATTHEY. COM JOHN S. ALBRIGHT L M SERVICE CO INC PRESIDENT 36 6809 WESTFIELD AVENUE PHONE: 856-773-5110 Trade Payable $230,500 PENNSAUKEN, NJ 08110-1527 FAX: 856-773-5113 EMAIL: [email protected] TEAM INDUSTRIAL SERVICES INC AMERINO GATTI 37 13131 DAIRY ASHFORD RD. STE. 600 CEO Trade Payable $221,047 SUGAR LAND, TX 77478 PHONE: 800-662-8326 DAN SMITH CEO WATCO TRANSLOADING PHONE: 620-231-2230 38 315 W 3RD ST. Trade Payable $219,450 EMAIL: PITTSBURG, KS 66762 [email protected] OM DELMAR LAURY PRESIDENT, MID ATLANTIC ALLIED UNIVERSAL REGION 39 P. O. BOX 828854 Trade Payable $219,026 PHONE: 704-912-2406 PHILADELPHIA, PA 19182-8854 EMAIL: [email protected] C. DUFF HUGHES VANE LINE BUNKERING INC PRESIDENT 40 2100 FRANKFURST AVENUE PHONE: 410-631-4058 Trade Payable $215,044 BALTIMORE, MD 21226-1026 EMAIL: [email protected] NEREUS SHIPPING S.A. GENERAL MANAGER AKTI MIAOULI 35/39 PHONE: 30-210-4292262 41 41 Trade Payable $210,292 EMAIL: PIRAEUS, 185 36 [email protected] GREECE DEVON PROPERTY SERVICES LLC GENERAL MANAGER 42 7 N WATERLOO ROAD Trade Payable $197,909 PHONE: 610-999-8785 DEVON, PA 19333 ALAN MCKIN FOUNDER & CEO CLEAN HARBORS INDUSTRIAL SERVICES PHONE: 781-792-5000 43 42 LONGWATER DRIVE Trade Payable $193,899 EMAIL: NORWELL, MA 02061-9149 MCKIM.WILLIAM@CLEANHARB ORS.COM VEOLIA NORTH AMERICA REGENERATION BILL DICROCE 4760 WORLD HOUSTON PKWY PRESIDENT AND CEO 44 Trade Payable $193,149 STE 100 EMAIL: HOUSTON, TX 77032 [email protected]

5 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 14 of 26

Amount of claim

6 Case 19-11630-KG Doc 1 Filed 07/21/19 Page 15 of 26

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) PES HOLDINGS, LLC, ) Case No. 19-______(___) ) Debtor. ) )

CERTIFICATION OF CREDITOR MATRIX

Pursuant to Rule 1007-2 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware, the above-captioned debtor and its affiliated debtors in possession (collectively, the “Debtors”)2 hereby certify that the Creditor Matrix submitted herewith contains the names and addresses of the Debtors’ creditors. To the best of the Debtors’ knowledge, the Creditor Matrix is complete, correct, and consistent with Debtors’ books and records.

The information contained herein is based upon a review of the Debtors’ books and records as of the petition date. However, no comprehensive legal and/or factual investigations with regard to possible defenses to any claims set forth in the Creditor Matrix have been completed. Therefore, the listing does not, and should not, be deemed to constitute: (1) a waiver of any defense to any listed claims; (2) an acknowledgement of the allowability of any listed claims; and/or (3) a waiver of any other right or legal position of the Debtors.

2 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: PES Holdings, LLC (8157); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES Administrative Services, LLC (3022); PES Energy Inc. (0661); PES Intermediate, LLC (0074); PES Ultimate Holdings, LLC (6061); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors’ service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103. Case 19-11630-KG Doc 1 Filed 07/21/19 Page 16 of 26

Fill in this information to identify the case and this filing:

Debtor Name PES Energy Inc.

United States Bankruptcy Court for the: District of Delaware (State) Case number (If known):

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

☐ Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B) ☐ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) ☐ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) ☐ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) ☐ Schedule H: Codebtors (Official Form 206H) ☐ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) ☐ Amended Schedule ☒ Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not Insiders (Official Form 204) ☒ Other document that requires a declaration List of Equity Security Holders, Corporate Ownership Statement, and Creditor Matrix I declare under penalty of perjury that the foregoing is true and correct.

Executed on 07/21/2019  /s/ Jeffrey S. Stein MM/ DD/YYYY Signature of individual signing on behalf of debtor Jeffrey S. Stein Printed name Authorized Signatory Position or relationship to debtor

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors Case 19-11630-KG Doc 1 Filed 07/21/19 Page 17 of 26

PES ENERGY INC. SECRETARY’S CERTIFICATE

July 21, 2019

The undersigned, John B. McShane, as Secretary of PES Energy Inc. (the “Company”), hereby certifies as follows:

1. I am the duly qualified and elected Secretary of the Company and, as such, I am familiar with the facts herein certified and I am duly authorized to certify the same on behalf of the Company.

2. Attached hereto is a true, complete, and correct copy of the resolutions of the board of directors of the Company (collectively, the “Board”), duly adopted at a properly convened and joint meeting of the Board of July 21, 2019, in accordance with the bylaws of the Company.

3. Since their adoption and execution, the Resolutions have not been modified, rescinded, or amended and are in full force and effect as of the date hereof, and the Resolutions are the only resolutions adopted by the Board relating to the authorization and ratification of all corporate actions taken in connection with the matters referred to therein.

[Signature page follows]

Case 19-11630-KG Doc 1 Filed 07/21/19 Page 18 of 26

IN WITNESS WHEREOF, I have hereunto set my hand on behalf of the Company as of the date hereof.

PES Energy Inc.

By: ______Name: John B. McShane Title: Secretary

[Signature Page to Certification of Secretary] Case 19-11630-KG Doc 1 Filed 07/21/19 Page 19 of 26

RESOLUTIONS OF THE BOARD OF DIRECTORS OF PES ENERGY INC.

CHAPTER 11 FILING AUTHORIZATION, APPOINTMENT OF A CHIEF RESTRUCTURING OFFICER, AUTHORIZATION OF RETENTION OF PROFESSIONALS, AND APPROVAL OF DEBTOR-IN POSSESSION FINANCING

July 21, 2019

WHEREAS, the members of the board of directors (the “Board”) of PES Energy Inc. (“PES Energy”) a Delaware corporation, acting on behalf of:

1) the Corporation, in its own capacity and in its capacity as managing member of PES Ultimate Holdings, LLC, a Delaware limited liability company (“Ultimate Holdings”); 2) Ultimate Holdings, in its own capacity and in its capacity as the managing member of (a) PES Intermediate, LLC, a Delaware limited liability company (“PES Intermediate”), and (b) PES Holdings, LLC, a Delaware limited liability company (“PES Holdings”); 3) PES Holdings, in its own capacity and in its capacity as the managing member of (a) Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited liability company (“PESRM”), and (b) North Yard GP, LLC, a Delaware limited liability company (“North Yard GP”); 4) PESRM, in its own capacity and in its capacity as the managing member of PES Administrative Services, LLC, a Delaware limited liability company (“PES Admin”); 5) North Yard GP, in its own capacity and in its capacity as the general partner of North Yard Logistics, L.P., a Delaware limited partnership (“North Yard” and together with Ultimate Holdings, PES Intermediate, PES Holdings, PESRM, PES Admin and North Yard GP, each a “Subsidiary” and collectively, the “Subsidiaries” and together with PES Energy, collectively, the “Companies”); and 6) PES Intermediate, North Yard and PES Admin, each in its own capacity, do hereby consent in writing, pursuant to Section 141(f) of the Delaware General Corporation Law and (as applicable) the bylaws, limited liability company agreement, limited partnership agreement, or similar document (in each case as amended or amended and restated to date) of each Company (the “Governing Document”), to the taking of the following actions and the adoption of the following recitals and resolutions, and to the waiver of all notices and the holding of a meeting for the purpose of considering the same: Case 19-11630-KG Doc 1 Filed 07/21/19 Page 20 of 26

CHAPTER 11 FILING

WHEREAS, the Board has considered presentations by the management and the financial and legal advisors of the Companies regarding the liabilities and liquidity situation of the Companies, the strategic alternatives available to it and the effect of the foregoing on the Companies’ business.

WHEREAS, the Board has had the opportunity to consult with the management and the financial and legal advisors of the Companies and fully consider each of the strategic alternatives available to the Companies.

RESOLVED, that in the judgment of the Board, it is desirable and in the best interests of the Companies (including a consideration of their creditors and other parties in interest) that PES Holdings and certain of its subsidiaries and affiliates identified on Annex A attached hereto (collectively, the “Filing Companies”), shall be, and hereby are, authorized to file or cause to be filed, voluntary petitions for relief for the Filing Companies (the “Chapter 11 Cases”) under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in a court of proper jurisdiction (the “Bankruptcy Court”) and any other petition for relief or recognition or other order that may be desirable under applicable law in the United States; and

RESOLVED, that the Chief Executive Officer, the President, the General Counsel, the Chief Operating Officer, the Chief Financial Officer, any Senior Vice President, any Vice President, any Assistant Vice President, or any other duly appointed officer of the Company (collectively, the “Authorized Signatories” or “Authorized Officers”), acting alone or with one or more other Authorized Signatories be, and they hereby are, authorized, empowered and directed to execute and file on behalf of the Company all petitions, schedules, lists and other motions, papers, or documents, and to take any and all action that they deem necessary or proper to obtain such relief including without limitation, any action necessary to maintain the ordinary course operation of the Company’s business.

APPOINTMENT OF CHIEF RESTRUCTURING OFFICER

WHEREAS, on July 3, 2019, the Board established the Restructuring Committee (the “Restructuring Committee”) to review strategic restructuring alternatives of the Companies, propose such alternatives to the Board for consideration and approval, and, as approved and directed by the Board, and implement those strategic restructuring initiatives;

WHEREAS, the Companies has evaluated potential restructuring transactions;

WHEREAS, the Restructuring Committee discussed the foregoing with the Companies’ Authorized Officers and representatives and the Companies’ legal, financial, and restructuring advisors and has recommended to the Board that it is in the best interest of the Companies that the Companies retain a Chief Restructuring Officer to address the potential restructuring of the Filing Companies;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby appoints Jeffrey S. Stein (the “Executive”) as the Chief Restructuring Officer of the Filing Companies for the purpose Case 19-11630-KG Doc 1 Filed 07/21/19 Page 21 of 26

of performing the duties and responsibilities of the Chief Restructuring Officer and such other duties and responsibilities as may be determined by the Board to be reasonably related thereto;

FURTHER RESOLVED, that the Chief Restructuring Officer shall have such authority with respect to the Companies as is described in the Consulting Agreement, substantially in the form annexed hereto as Annex 1, by and among PES Holdings and the Executive (the “Consulting Agreement”), including to:

a. identify and explore the Companies’ refinancing/restructuring options that are intended to be deleveraging and value accretive to the Companies;

b. assess options to optimize the Companies’ capital structure;

c. manage and implement the restructuring plan(s) of the Companies;

d. explore and recommend asset acquisition(s), disposition(s), merger(s) or other strategic transaction(s);

e. communicate and/or negotiate with outside constituents, including, but not limited to, lenders to the Companies;

f. develop and implement cash management strategies and processes designed to enhance liquidity;

g. review and analyze the revised business plan(s), including financial and operating budgets, provided by the Companies’ management;

h. review and recommend changes that would enhance the efficiency and cost effectiveness of the Companies’ corporate organization;

i. review the Companies’ business reporting systems and recommend changes to improve effectiveness; and

j. provide such other similar services as may be requested by the Board,

FURTHER RESOLVED, that entry into the Consulting Agreement is hereby approved, and that the Authorized Signatories (and their designees and delegates), acting alone or with one or more other Authorized Signatories, shall, and hereby are, authorized to enter into and execute, on behalf of PES Holdings, the Consulting Agreement.

RETENTION OF PROFESSIONALS

WHEREAS, the Board has considered presentations by the management and the financial and legal advisors of each Company regarding the liabilities and liquidity situation of each Company, the strategic alternatives available to it and the effect of the foregoing on each Company’s business. Case 19-11630-KG Doc 1 Filed 07/21/19 Page 22 of 26

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized and directed to employ the law firm of Kirkland & Ellis LLP and Kirkland & Ellis International LLP (together, “Kirkland”) as general bankruptcy counsel to represent and assist the Companies in carrying out their duties under the Bankruptcy Code, and to take any and all actions to advance the Companies’ rights and obligations, including filing any motions, objections, replies, applications, or pleadings; and in connection therewith, each of the Authorized Signatories, with power of delegation, is hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the services of Kirkland.

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized and directed to employ the law firm of Pachulski, Stang, Ziehl & Jones LLP (“PSZJ”) as local bankruptcy counsel to represent and assist the Companies in carrying out their duties under the Bankruptcy Code, and to take any and all actions to advance the Companies’ rights and obligations, including filing any motions, objections, replies, applications, or pleadings; and in connection therewith, each of the Authorized Signatories, with power of delegation, is hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the services of PSZJ.

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized and directed to employ the firm of PJT Partners LP (“PJT”) as financial advisor to, among other things, assist the Companies in evaluating their business and prospects, developing long-term business plans, developing financial data for evaluation by the Board, creditors, or other third parties, as requested by the Companies, evaluating the Companies’ capital structure, responding to issues related to the Companies’ financial liquidity, and in any sale, reorganization, business combination, or similar disposition of the Company’s assets; and in connection therewith, each of the Authorized Signatories, with power of delegation, is hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the services of PJT.

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized and directed to employ the firm of Alvarez & Marsal North America, LLC, together with employees of its affiliates (all of which are wholly owned by its parent company and employees), its wholly owned subsidiaries, and independent contractors (collectively, “A&M”), as restructuring advisor to the Companies to represent and assist the Companies in carrying out their duties under the Bankruptcy Code, and to take any and all actions to advance the Companies’ rights and obligations; and in connection therewith, each of the Authorized Signatories, with power of delegation, is hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to employ or retain the services of A&M.

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized and directed to employ the firm of Omni Management Group, Inc. (“Omni”) as notice and claims agent to represent and assist the Companies in carrying out their duties under the Bankruptcy Code, and to take any and all actions to advance the Companies’ rights and obligations; and in connection therewith, each of the Authorized Signatories, with power of delegation, is hereby authorized and Case 19-11630-KG Doc 1 Filed 07/21/19 Page 23 of 26

directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed appropriate applications for authority to retain the services of Omni.

RESOLVED, that each of the Authorized Signatories be, and they hereby are, authorized and directed to employ any other professionals to assist the Companies in carrying out their duties under the Bankruptcy Code; and in connection therewith, each of the Authorized Signatories, with power of delegation, is hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers and fees, and to cause to be filed an appropriate application for authority to retain the services of any other professionals as necessary.

RESOLVED, that each of the Authorized Signatories be, and they hereby are, with power of delegation, authorized, empowered and directed to execute and file all petitions, schedules, motions, lists, applications, pleadings, and other papers and, in connection therewith, to employ and retain all assistance by legal counsel, accountants, financial advisors, and other professionals and to take and perform any and all further acts and deeds that each of the Authorized Signatories deem necessary, proper, or desirable in connection with each Filing Company’s Chapter 11 Cases, with a view to the successful prosecution of such case.

DEBTOR-IN-POSSESSION FINANCING, CASH COLLATERAL, AND ADEQUATE PROTECTION

WHEREAS, reference is made to that one or more certain debtor-in-possession credit agreement (each, together with all exhibits, schedules, and annexes thereto, as amended, amended and restated, supplement or otherwise modified from time to time, a “DIP Credit Agreement”) dated as of, or about, the date hereof, that sets forth the terms and conditions of the debtor-in- possession financing to be provided to the Filing Companies by the lenders listed therein (the “DIP Lenders”)

WHEREAS, based on such review, each Board believes the Filing Companies will obtain benefits from the transactions contemplated by the DIP Credit Agreements; and

WHEREAS, it is in the best interest of each Filing Company to enter into each agreement, document, instrument, certificate, recording and filing relating thereto.

NOW, THEREFORE, BE IT,

RESOLVED, that the terms and provisions of the DIP Credit Agreements and such other instruments, certificates, agreements and documents as may be reasonably requested by any administrative agent thereunder or contemplated by the DIP Credit Agreements (collectively, the “DIP Loan Documents”), substantially in the form presented to the Board, delivered pursuant to the DIP Credit Agreements and each Filing Company’s performance of its obligations, including any guarantees contemplated thereunder, and the grant of security under the DIP Loan Documents, and to enter into each agreement, document, instrument, certificate, recording and filing relating thereto, be, and hereby are, in all respects, ratified, approved, confirmed and authorized. Case 19-11630-KG Doc 1 Filed 07/21/19 Page 24 of 26

RESOLVED, that each of the Authorized Signatories, acting alone or with one or more other Authorized Signatories be, and hereby is, authorized and empowered to negotiate (including to negotiate any terms of the DIP Credit Agreements which deviate from the terms set forth in the form presented to the Board), make, execute, acknowledge, verify, issue, deliver, and to cause each Filing Company to perform its obligations under, each of the DIP Loan Documents, and each of the instruments, agreements and documents contemplated thereby, in the name and on behalf of each Filing Company, under its corporate seal or otherwise, substantially as specified in the DIP Credit Agreements, with such execution by said Authorized Signatory to constitute conclusive evidence of his/her approval of the terms thereof, including any departures therein from the terms as specified in the DIP Credit Agreements.

RESOLVED, that each Board hereby authorizes the collateral agent under any DIP Credit Agreement (each, a “Collateral Agent”) to file or record any financing statements, assignments for security or other instruments, documents and agreements with respect to the Collateral (contemplated by the DIP Credit Agreements) in the name of each Filing Company as may be necessary or desirable to perfect the security interests granted to the Collateral Agents under the DIP Loan Documents. The Collateral Agents are authorized to use the collateral description “all assets of the Filing Company whether now owned or hereafter acquired” or any similar description in any such financing statements.

RESOLVED, that each of the Authorized Signatories be, and hereby is, authorized and empowered to take all such further actions including, without limitation, to make all payments and remittances and to incur all fees and expenses on behalf of each Filing Company in connection with any transaction contemplated by these resolutions, such payment to conclusively evidence the necessity or appropriateness thereof, to arrange for and enter into supplemental agreements, amendments, instruments, certificates, agreements or documents relating to the transactions contemplated by the DIP Credit Agreements or any of the other DIP Loan Documents and to execute and deliver all such supplemental agreements, amendments, instruments, certificates or documents in the name and on behalf of each Filing Company, under its corporate seal or otherwise, which shall in their sole judgment be necessary, proper or advisable in order to perform the Filing Company’s obligations under or in connection with the DIP Credit Agreements or any of the other DIP Loan Documents and the transactions contemplated therein, and to carry out fully the intent of the foregoing resolutions.

RESOLVED, that the Authorized Signatories be and hereby are authorized and empowered to take all actions or to not take any action in the name of each Filing Company with respect to the transactions contemplated by these resolutions as the sole shareholder, partner, member, or managing member of each direct subsidiary of any such Filing Company, in each case, as such Authorized Signatory shall deem necessary or desirable in such Authorized Signatory’s reasonable business judgment, including without limitation the authorization of resolutions and agreements necessary to authorize the execution, delivery and performance pursuant to any DIP Loan Document (including affidavits, financing statements, notices, reaffirmations and amendments and restatements of existing documents) as may be necessary or convenient to effectuate the purposes of the transactions contemplated herein. Case 19-11630-KG Doc 1 Filed 07/21/19 Page 25 of 26

RESOLVED, that, without in any way limiting the authority heretofore granted to the officers of each Filing Company or that may have been otherwise conferred upon them, the officers of each Filing Company be, and each hereby is, authorized and empowered, in the name and on behalf of each Filing Company, to execute and deliver any and all documents, agreements and instruments, to take any and all actions, and to do any and all things, they, and each of them severally, may deem necessary or desirable in order to carry out the intent and purposes of the foregoing resolutions.

RESOLVED, that any and all actions taken by any officer or officers of each Filing Company prior to the date of adoption of the foregoing resolutions, which would have been authorized by the foregoing resolutions but for the fact that such actions were taken prior to such date, be, and each hereby is, ratified, approved, confirmed and adopted as the duly ratified and official act of each Filing Company.

GENERAL

RESOLVED, that in addition to the specific authorizations heretofore conferred upon the Authorized Signatories, each of the Authorized Signatories (and their designees and delegates) be, and they hereby are, authorized and empowered, in the name of and on behalf of the Company to take or cause to be taken any and all such other and further action, and to execute, acknowledge, deliver and file any and all such agreements, certificates, instruments and other documents and to pay all expenses, including but not limited to filing fees, in each case as in such Authorized Signatory’s judgment, shall be necessary, advisable or desirable in order to fully carry out the intent and accomplish the purposes of the resolutions adopted herein.

RESOLVED, that the Board has received sufficient notice of the actions and transactions relating to the matters contemplated by the foregoing resolutions, as may be required by the organizational documents of the Company, or hereby waive any right to have received such notice.

RESOLVED, that all acts, actions and transactions relating to the matters contemplated by the foregoing resolutions done in the name of and on behalf of the Company, which acts would have been approved by the foregoing resolutions except that such acts were taken before the adoption of these resolutions, are hereby in all respects approved and ratified as the true acts and deeds of the Company with the same force and effect as if each such act, transaction, agreement or certificate has been specifically authorized in advance by resolution of the Board.

RESOLVED, that each of the Authorized Signatories (and their designees and delegates) be, and hereby is, authorized and empowered to take all actions or to not take any action in the name of the Company with respect to the transactions contemplated by these resolutions hereunder, as such Authorized Signatory shall deem necessary or desirable in such Authorized Signatory’s reasonable business judgment to effectuate the purposes of the transactions contemplated herein.

* * * * Case 19-11630-KG Doc 1 Filed 07/21/19 Page 26 of 26

Annex A Filing Companies

PES Holdings, LLC PES Energy Inc. PES Ultimate Holdings, LLC PES Intermediate, LLC Philadelphia Energy Solutions Refining and Marketing LLC North Yard Logistics, L.P. North Yard GP, LLC PES Administrative Services, LLC